Goodnotes for Business End User License Agreement (EULA)

Last Updated: November 2025

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PLEASE READ THE TERMS OF THIS SOFTWARE LICENCE AGREEMENT ("AGREEMENT") CAREFULLY.

This is a legally binding agreement between you (the "Licensee" or "you") and Goodnotes Limited, a company incorporated in England and Wales with a registered office at 5 Churchill Place, 10th Floor, London, United Kingdom, E14 5HU (the “Licensor”, “we”, “our” or “us”), under which the Licensor grants you a licence (the ‘Licence’) for the use of Goodnotes services which includes the Goodnotes application and any other products or services that link to these Agreement, as well as all functionality that Goodnotes makes available and any data, media or documents associated with it (together, the ‘Software’). This Agreement governs the Licensee’s use of any business-to-business products, or any other Goodnotes offerings that reference this Agreement. For the avoidance of doubt, this Licence shall not be deemed to amount to a sale of the Software. We remain the sole and beneficial owners of the Software at all times

BY CLICKING ‘ACCEPT’ AT THE END OF THIS AGREEMENT, YOU AGREE TO AND ACCEPT THE FOLLOWING TERMS WHICH WILL BE BINDING ON YOU AND ANY OF YOUR AUTHORISED LICENSEES WHEN ACCESSING, DOWNLOADING, OR USING THE SOFTWARE. PLEASE NOTE, IN PARTICULAR, THE LIMITATIONS ON LIABILITY IMPOSED AT CLAUSE 10. THIS IS A BUSINESS-TO-BUSINESS LICENCE AND IS NOT TO BE ENTERED INTO BY CONSUMERS. YOU SHOULD ONLY CHOOSE ‘ACCEPT’ IF YOU ARE A BUSINESS.

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Table of contents

1. Definitions and interpretation
1. In this Agreement:
  Authorised Licensees
  means employees, personnel or contractors of the Licensee and/or the Licensee's Group companies authorised by you to use the Software in accordance with clause 3.2;
  Goodnotes Beta
  shall mean any features, functionalities, or services of the Software that are made available to the Licensee on a pre-release, beta, or trial form. The Goodnotes Beta is provided for the purpose of evaluation and feedback and may be subject to additional terms and conditions as specified in clause 3.6;
  Business Day
  means a day other than a Saturday, Sunday or bank or public holiday in England;
  Commencement Date
  means the date on which you accept this Agreement;
  Confidential Information
  means all information, in whatever form, which is marked as confidential or which is confidential or commercially valuable in nature, and shall include information relating to a party’s business which may reasonably be considered to be confidential in nature including information relating to that party’s technology, know-how, Intellectual Property Rights, products and customers. All information relating to the Software including any technical or operational specifications or data shall be part of the Licensor’s Confidential Information;
  Feedback
  has the meaning given to it at clause 9.4;
  Group
  means, in relation to a party, its ultimate holding company and all other companies directly or indirectly owned or controlled by that ultimate holding company;
  Intellectual Property Rights
  means any and all copyright, rights in inventions, patents, know-how, trade secrets, trademarks and trade names, service marks, design rights, rights in get-up, database rights and rights in data, semiconductor chip topography rights, utility models, domain names and all similar rights and, in each case:
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  (a) whether registered or not;
  (b) including any applications to protect or register such rights;
  (c) including all renewals and extensions of such rights or applications;
  (d) whether vested, contingent or future; and
  (e) wherever existing;
  Licence Fees
  means the fees payable by the Licensee to the Licensor in consideration of the licence of the Software under this Agreement as communicated to the Licensee via the Order;
  Licence Term
  means a term of 12 months commencing on the date on which the Licensee pays the Licence Fees to the Licensor;
  Licence Data
  means all data (in any form) that is provided to the Licensor under this Agreement and/or uploaded to any part of the Software by the Licensee or any Authorised Licensees and/or any data that is generated as a result of the Licensee or any Authorised Licensees' use of its own data in the Software (but excluding Feedback);
  Managed Account
  Means, where applicable, an account associated with an Authorised Licensee whose domain has been successfully Verified by the Licensee in accordance with this Agreement;
  Order
  means (i) any ordering document or order form agreed to in writing between the Licensee and the Licensor (or one of the Licensor’s authorised distributors, resellers, or channel partners);
  
  (ii) a purchase order issued by the Licensee and accepted by the Licensor in writing, or any order submitted by the Licensee via the admin console or through any other Licensor-provided online purchasing or checkout interface (including credit-card or electronic payment methods);
  
  (iii) an invoice issued by the Licensor (or one of its authorised distributors, resellers, or channel partners) that references this Licence and sets forth the applicable Software to be provided; or(iv) a quote issued by the Licensor (or one of its authorised distributors, resellers, or channel partners) and accepted by the Licensee, in each case referencing this Licence and identifying the applicable Software to be provided by the Licensor.
  
  Each of the foregoing constitutes an “Ordering Document” for the purposes of this Licence.
  Permitted Purpose
  means the internal business purposes of the Licensee;
  Permitted Usage Rights
  means the permitted number of concurrent users across the permitted number of simultaneous devices for the licensed instance of the Software as set out at clause 4.3 and the Order, and which are allocated by the Licensee to the Authorised Licensees;
  Privacy Policy
  means the Licensor's privacy policy;
  Renewal Term
  has the meaning given to it at clause 12.1;
  Territory
  means the territory as specified in the Order;
  Third Party Software
  means any third party software used for processing data as set out in the Data Processing Addendum
  Unverified
  Means, where applicable, that the Verification process has not been completed;
  Update
  means a software maintenance update, patch or bug-fix which does not constitute an Upgrade;
  Upgrade
  means a generally released new release of the Software or the component that is a revision to the Licence, in each case which is designed to provide what the Licensor considers to be a major enhancement to the Software which alters its basic functionality;
  VAT
  means United Kingdom value added tax, any other tax imposed in substitution for it and any equivalent or similar tax imposed outside the United Kingdom;
  Verification
  Means, where applicable, the process as described here:
  Zendesk: Goodnotes for Business
  Verified
  Refers, where applicable, to any entity — such as an organisation, domain, or email address — that has successfully completed the Verification;
  Warranty Period
  has the meaning given in clause 8.1.
2. In this Agreement:
  1. headings are included for convenience only and shall have no effect on interpretation;
  2. a reference to a ‘party’ includes that party’s successors and permitted assigns;
  3. a reference to a ‘person’ includes a natural person, corporate or unincorporated body (in each case whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns;
  4. words in the singular include the plural and vice versa;
  5. any words that follow ‘include’, ‘includes’, ‘including’, ‘in particular’ or any similar words and expressions shall be construed as illustrative only and shall not limit the sense of any word, phrase, term, definition or description preceding those words;
  6. a reference to any legislation or legislative provision is a reference to it as amended, extended, re-enacted, replaced or consolidated from time to time; and
  7. a reference to "writing", "written" and comparable terms refers to printing, typing and other means of reproducing words (including electronic media) in a visible form.
2. System requirements
1. The Licensee acknowledges and agrees that its access to, and receipt of, the Software requires the technical specifications to operate correctly as set out on our Goodnotes Support site
2. The Licensee is responsible for ensuring that its systems meet the technical requirements for the Software and for implementing all arrangements necessary to access and update the Software at its own cost.
3. Licence
1. Subject to the terms of this Agreement and the payment of the Licence Fee by the Licensee, we grant to you a limited, non-exclusive, non-transferable, non-sublicensable (other than as permitted under clause 3.2) licence to access, download, install and/or use the Software for the Permitted Purpose only in the Territory and for the duration of the Licence Term.
2. The licence granted under clause 3.1 includes a right for you to grant sub-licences by inviting additional users to the use of the Software to become Authorised Licensees, provided always that you shall:
3. Be solely responsible for the Verification in relation to each Authorised Licensee, and for managing and controlling its use of the Software. Licensor does not verify any domains or email addresses used in connection with the registration and does not control your authorisation and management of Authorised Licensees, and accepts no responsibility for your authorisation, Verification, or management of such Authorised Licensees.
4. Be solely responsible for maintaining and tracking the Verification status of all Authorised Licensees. Authorised Licensees who remain Unverified may be restricted from accessing certain features of the Software.
5. Acknowledge and agree that Authorised Licensees who are associated with Unverified domains, email addresses and organisations shall have sole control over their data and personal workspace within the Software. You may revoke such users’ access to the Software and any entitlements under your account, but you shall not have any right or means to access, delete, or modify their account or data.
6. Acknowledge and agree that upon successful Verification of a domain associated with an Authorised Licensee’s account, such account shall automatically convert into a Managed Account. From that point forward, you will have, as the Licensee, administrative control over the account within the Software and the Authorised Licensee's personal workspace, including but not limited to all associated data. You shall have the right to access, disclose, delete, or modify such data, restrict or terminate user access, and otherwise manage the account in accordance with your internal policies and subject always to applicable data protection law.
  1. Be liable for the acts and omissions of the Authorised Licensees as if they were your own;
  2. Procure that each Authorised Licensee is aware of, and complies with, the obligations and restrictions imposed on you under this Agreement, including all obligations and restrictions relating to record keeping, audits and download, installation or use of the Software and the Licensor’s Confidential Information; and
  3. Maintain a list of all Authorised Licensees and shall notify us within five (5) Business Days if any updates to the list of Authorised Licensees are made.
7. We may terminate any Authorised Licensee's account if the respective account or the related Goodnotes Cloud account is inactive for a two-year period or in case of termination of this Agreement pursuant to clause 12. In case of such termination of an account, any data stored in Goodnotes Cloud will be deleted. We will send reminders before doing so to provide the opportunity to download and backup the data stored in Goodnotes Cloud before it is deleted or to renew the subscription. Any data stored locally on devices or in iCloud will not be altered or deleted.
8. Without prejudice to any other rights or obligations of either party, if you at any time have or obtain additional copies of the Software beyond those licensed under this Agreement (including duplicate deliveries), you shall promptly notify us and destroy the additional copies.
9. Third Party Software supplied as part of, or in addition to, the Software shall be subject to additional terms and conditions of the relevant third party and we will, when practical, notify you and provide you with a copy of such terms and conditions. You agree to comply, and shall ensure that the Authorised Licensees comply with all additional terms and conditions relating to such Third Party Software and that we shall not be liable for any breach of this Agreement to the extent that such breach arises as a result of your breach of such additional terms and conditions.
10. Goodnotes Cloud. You may have access to Goodnotes Cloud, which allows you to back up content you upload to the Software. Your use of Goodnotes Cloud will be subject to the restrictions in clause 4, including that your use must comply with Goodnotes' fair usage requirements. In accordance with our fair usage requirements, we may limit your bandwidth (the "Bandwidth") to control excessive usage as determined by us in our reasonable discretion. We will notify you of such measure in advance and may request that you purchase an upgrade for paid use of Goodnotes Cloud with increased storage capacity. For further information, see our pricing page.
11. Goodnotes AI. Goodnotes AI includes features leveraging machine learning models, as specified in user guides. Your use of Goodnotes AI is subject to the restrictions in clause ‎4 and in this clause.
  1. You are responsible for your use of Goodnotes AI and for ensuring that it does not violate any laws, third-party Intellectual Property Rights or the restrictions set out in clause 4.
  2. You may be allowed to submit content to Goodnotes AI for processing (“Input”), which may generate a response based on your Input (“Output”, Output together with Input: "Information").
  3. You are responsible for all your Input and specifically for ensuring that it does not violate any third-party rights or laws.
  4. Goodnotes AI provides virtual assistant functions based on third-party software, products or services ("Third-Party Services"). Artificial intelligence technology is inherently not predictable, and thus Output may not be reliable nor accurate nor consistent with Goodnotes' views and we assume no responsibility for it. Output cannot establish any form of legal rights or obligations between you and Goodnotes and you must independently review all Information you submit and/or use for compliance with these Terms.
  5. Goodnotes AI may include Third-Party Services and Output may include content that was generated or otherwise provided by or using Third-Party Services ("Third-Party Output"). Goodnotes makes no representation or warranties concerning any Third-Party Services or Third-Party Output and accepts no responsibility for any resulting loss or damage.
  6. Your use of Goodnotes AI must comply with Goodnotes' fair usage requirements, which may be updated at any time. Exceeding these may result in a reduction or suspension of performance.
  7. You agree to defend, indemnify and hold harmless Goodnotes and its affiliates and their respective directors, employees and agents from and against all claims and expenses, including attorneys' fees, arising from your non-compliant use of Goodnotes AI. Goodnotes may assume exclusive defence of any such claim. In such event, you shall assist Goodnotes to the extent reasonably requested by Goodnotes.
  8. You must ensure that Authorised Licensees comply with this clause 3.7 and are liable for their acts and omissions as your own.
  9. We may ask you and your Authorised Licensees to consent to the use of your and your Authorised Licensees' Input to train AI models that we use in the provision of Goodnotes AI. By providing such consent, you and the Authorised Licensees respectively grant us a non-exclusive, irrevocable, perpetual, worldwide, royalty-free, sub-licensable licence to use such Input for the purposes of such training, which shall extend to providers of Third-Party Services that we use in the provision of Goodnotes AI.
12. Experimental Features. We may invite and allow you to use Experimental Features from time to time. Experimental Features include features that are not yet fully developed and for which the design has not yet been finalised. The Licensor may decide whether Experimental Features are made available to all or some users for testing purposes, to provide feedback and/or other purposes. Licensor reserves the right to deactivate Experimental Features at its own discretion.
13. Goodnotes Beta. Goodnotes Beta is provided “as-is”, may contain errors, and is not intended for production use. Licensor may modify or remove Goodnotes Beta at any time and is not responsible for Licensee’s use of or reliance on it. Licensee agrees to provide Feedback and granting Goodnotes a perpetual, royalty-free licence to use it.
4. Limitations on use
1. Except as expressly permitted under this Agreement or by law, you shall not:
  1. Use, copy, modify, adapt or correct errors in the Software in whole or in part;
  2. Decode, reverse engineer, disassemble, decompile or otherwise translate, make alterations to, the Software, create any derivative works based on the whole or any part of the Software, convert the Software, or otherwise seek to obtain or derive the source code, underlying ideas, algorithms, file formats or non-public APIs to the Software, other than as expressly permitted under sections 50B and 296A of the Copyright Designs and Patents Act 1988 (and then only upon advance notice In writing to us);
  3. Assign, rent, loan, transfer, provide access, sub-licence, lease, resell, distribute or otherwise deal in or encumber the Software;
  4. Remove or modify any copyright or similar notices, or any of the Licensor’s or any other person’s branding, that the Software causes to be displayed when used;
  5. Install or use the Software, or permit it to be installed or used, by or on behalf of any third party, otherwise than for the Permitted Purpose or in excess of the Permitted Usage Rights;
  6. Interfere with any licence key mechanism in the Software or otherwise attempt to circumvent or interfere with any security features of the Software or mechanisms intended to limit your use;
  7. Make the Software or copies of the Software available over a network or any other method of remote access, or facilitate the same; or
  8. Permit use of the Software by third parties who obtained registration as Authorised Licensees in an abusive manner, including by impersonation or unauthorised use of third-party email addresses or domains.
2. You may make such backup copies of the Software for operational security purposes or as otherwise reasonably necessary to support the normal use of the Software in accordance with this Agreement.
3. For each Licence that you pay for, unless otherwise specified in your Order, you may download a maximum of one production instance of the Software for use by one concurrent Authorised Licensee and only that Authorised Licensee may use, run or operate the Software on a maximum of five devices owned or operated by the Authorised Licensee.
4. You shall not exceed the Permitted Usage Rights and you acknowledge that you shall be required, without prejudice to any other rights or remedies to which we may be entitled, to pay us at the Licensor’s then-current rates for any additional usage of the Software which is not covered under your Order.
5. You shall install, use and run the Software at all times in accordance with our instructions or user guidance and the terms of this Agreement. We shall not be responsible for any delays, delivery failures, or any other loss or damage resulting from the transfer of the Software over communications networks and facilities that we do not own, control or operate, including the internet.
6. You shall notify us in writing as soon as you become aware of any actual or suspected unauthorised use of the Software (including any use in excess of the Permitted Usage Rights).
7. We reserve the right to suspend your or any Authorised Licensee's or any third party's access to and use of the Software if we become aware of any use of the Software or related services in violation of the above limitations or other provisions of this Agreement, and ultimately to terminate such access and use if such violations are not ceased.
5. Licence Fees
1. You shall pay to the Licensor the Licence Fees on an annual basis, in the amounts specified in the Order.
2. When invited users join and become Authorised Licensees under clause 3.2, the Permitted Usage Rights and the License Fees will be increased accordingly.
3. The Licence Fees and any other charges are quoted exclusive of VAT.
4. The Licensor reserves the right to increase the Licence Fees on every anniversary of the first day of the Licence Term. The Licensor shall inform the Licensee in writing, with a minimum notice period of ninety (90) days, prior to the increase. The Licensor is entitled to increase the fees only once every twelve (12) months.
5. The Licensee shall pay any amounts payable under this Agreement within thirty (30) days of the payment notification provided via the Order (“Due Date”). A late charge will apply to any notified amounts due if the Licensor does not receive payment by the relevant Due Date. Any late charge shall be calculated as the greater of (a) a rate of 8% per annum of the unpaid amount, compounded monthly; or (b) the maximum amount permissible by law.
6. We will allocate AI credits to you, the number of which will depend on your subscription plan or product tier. Any allocation of AI credits (including quantity, metering method, usage limits, expiry/rollover, throttling, and any overage or top-up pricing) will be expressly stated in your executed Order.
6. Records and audit
1. You shall maintain accurate and complete records of the Licensee’s and its Authorised Licensees’ installation and usage of the Software including the:
  1. number of production Licences that you have purchased under this Agreement;
  2. number and identity of any Authorised Licensees;
  3. number of backup copies made in accordance with clause 4.2; and
  4. location of installation sites and equipment or devices on which it is installed.
2. You shall allow and procure for the Licensor (and any authorised representatives of the Licensor) access to remotely inspect the equipment or device(s) on which the Software is installed and to audit (and take copies of) the relevant records of the Licensee and the Authorised Licensees, to the extent necessary to verify that the installation and use of the Software is in accordance with this Agreement.
3. Unless otherwise agreed in writing, the inspections and audits referred to in clause 6.2 shall be undertaken:
  1. during your normal business hours on Business Days;
  2. subject to the provision by us of a minimum of five Business Days’ notice; and
  3. not more than twice in any calendar year during each Licence Term.
4. You shall, at your own cost, provide all reasonable assistance and co-operation to us in conducting any inspection or audit undertaken under this clause 6. We will comply with your reasonable directions to minimise disruption to your business and to safeguard the confidentiality of your Confidential Information.
5. The provisions of this clause 6 shall survive termination or expiry of this Agreement for a period of twelve (12) months.
7. Upgrades
1. The Licensor may from time to time offer additional features or Upgrades of the Software. The Licensee will be notified of the commercial conditions, fees and or Upgrades for such offers. The Licensee may accept the terms by confirming its acceptance via a method provided by the Licensor.
2. If there is any conflict between this Agreement and an Email Order, the terms and conditions of this Agreement shall prevail.
3. If the Licensee opts not to upgrade or supplement their Licence with additional features, the Licensor will continue to offer their Licence for the version of the Software that the Licensee is currently using. The Licensee will be entitled to use that version of the Software for as long as the Licensor provides support for that specific version of the Software.
4. The Licensor may, upon reasonable advance notice to the Licensee, discontinue or modify any subscription plan or product tier, including fully functional plans, now or in the future. In such event, (a) existing subscriptions for the affected plan or tier shall remain available until the end of the then-current Licence Term or Renewal Term but may not be renewed, (b) the Licensor shall continue to provide support for the affected plan or tier until the expiry of the Licence Term or Renewal Term; and (c) the Licensor may offer or require the Licensee to migrate to a successor or alternative plan or tier at the start of the following Renewal Term, provided that the Licensee is given clear information about the features, pricing, and terms of the new plan or tier. If the Licensee does not wish to migrate to such plan or tier from the start of the following Renewal Term, the Licensee may terminate the Agreement in accordance with clause 12.1 unless there are fewer than ninety (90) days remaining of the then-current Licence Term or Renewal Term in which case the Licensee may elect for the Agreement to terminate upon the expiry of the then-current Licence Term or Renewal Term.
8. Warranty
1. The Licensor warrants that, when used in accordance with this Agreement and on systems meeting the technical requirements in clause 2 (as amended from time to time by notice to the Licensee), the Software will operate materially as described in the Licensor's published documentation for thirty (30) calendar days from the Commencement Date (the "Warranty Period").
2. Any update or upgrade of the Software under this Agreement received during the Warranty Period is covered under the warranty at clause 8.1 for the remainder of the original Warranty Period and the Warranty Period will not restart or extend following any update or upgrade to the Software.
3. If there is a breach of the warranty in clause 8.1 and you notify us in writing within the Warranty Period with sufficient information to reproduce any errors, we will, at our option:
  1. use reasonable endeavours to correct the errors in the Software within a reasonable timeframe; or
  2. terminate this Agreement and refund any prepaid Licence Fees, pro rata, as at the date of termination.
4. The warranty in clause 8 only applies if Licensee uses the Software in accordance with this Agreement, and it is subject to clause 11 and does not apply where errors result from:
  1. incorrect download, installation, or use of the Software (including failure to install recommended updates or upgrades);
  2. use of the Software outside of the Permitted Purpose);
  3. unauthorised modifications or repairs to the Software by any person other than the Licensor or a third party authorised by the Licensor;
  4. incompatibility with other software, hardware or systems; or
  5. failure to report errors to us promptly.
5. We do not give any warranty and shall have no liability (howsoever arising whether under contract, tort, in negligence or otherwise) in relation to any Third-Party Software.
6. Except for the limited warranty set out in clause 8.1, the Software is provided 'as is' and we make no warranty or representation that it will meet your specific requirements (including those communicated to us), operate uninterrupted or error-free or be compatible with any particular software hardware or systems.
7. Subject to clause 10.5, the provisions of clauses 8.3 and 9 are your sole and exclusive remedy (howsoever arising, whether in contract, tort, negligence or otherwise) for any breach of warranty or defect in the Software and all other warranties, conditions, and terms (whether express or implied and including those relating to quality, fitness for purpose, or reasonable care) are excluded to the fullest extent permitted by law.
9. Intellectual Property Rights
1. The Licensee agrees and acknowledges that all Intellectual Property Rights in the Software are owned by or licensed to the Licensor, that the right to use the Software is licensed (not sold) to the Licensee and that the Licensee shall have no other rights in relation to the Software other than those granted under the terms of this Agreement. For the avoidance of doubt, the Licensee shall have no right to access the Software in source code form.
2. If the Licensor has reason to believe that a third party claim may be brought by any third party alleging that the Software infringes any Intellectual Property Rights of a third party (an "IPR Claim"), the Licensor may at its sole option and expense, and the Licensee shall permit the Licensor to:
  1. modify or replace the Software to avoid infringement or alleged infringement; or
  2. terminate this Agreement and refund, pro-rata, any prepaid Licence Fees paid by the Licensee and unused at the date of such termination.
3. Subject to clause 10.5, the provisions of this clause 9 set out the Licensee’s sole and exclusive remedy (however arising, including in contract, tort, negligence or otherwise) for any IPR Claim.
4. The Licensor may use any feedback and suggestions for improvement relating to the Software provided by the Licensee or any Authorised Licensees without charge or limitation ("Feedback"). The Licensee hereby assigns (or shall procure the assignment of) all Intellectual Property Rights in the Feedback with full title guarantee (including by way of present assignment of future Intellectual Property Rights) to the Licensor at the time such Feedback is first provided to the Licensor.
10. Limitation of liability
1. The extent of the Licensor’s liability under or in connection with this Agreement (regardless of whether such liability arises in tort, contract or in any other way and whether or not caused by negligence or misrepresentation) shall be as set out in this clause 10.
2. Subject to clauses 10.4 to 10.6 , the Licensor’s total aggregate liability to the Licensee however arising (whether caused by tort (including negligence), breach of contract, breach of statutory duty or otherwise) under or in connection with this Agreement shall not in any Licence Term exceed an amount equal to 100% of the Licence Fees paid in such Licence Term.
3. Subject to clause 10.5, the Licensor shall not be liable to the Licensee for or in respect of any consequential, indirect or special losses or damage (whether foreseeable, known or otherwise contemplated at the time of entering into this Agreement).
4. Subject to clause 10.5, the Licensor shall not be liable to the Licensee for any of the following (whether direct or indirect):
  1. loss of profit, revenue, savings, discount or rebate (whether actual or anticipated);
  2. loss or corruption of or damage to data, software, systems or equipment;
  3. loss of use of the Software, production, business, contract or commercial opportunity;
  4. harm to reputation or loss of goodwill; and
  5. wasted expenditure.
5. Notwithstanding any other provision of this Agreement, neither party's liability under this Agreement to the other party shall be limited in any way in respect of the following:
  1. death or personal injury caused by negligence;
  2. fraud or fraudulent misrepresentation; or
  3. any other losses which cannot be excluded or limited by applicable law.
6. You are solely responsible for managing any disputes with Authorised Licensees regarding their use of or inability to use the Software, including issues such as unauthorised use of third-party domains, impersonation, abusive conduct or member claims. We are not party to your relationship with Authorised Licensees and have no obligations in that context. You agree to indemnify and hold us harmless from and against any claims raised arising from such disputes.
7. You are solely responsible for keeping your registration and login details confidential and secure, including when using password protection features. You must not share your login information with anyone and are liable for all activity on your account. Goodnotes is not liable for any loss or misuse resulting from your failure to protect your login details and may act on instructions given using your credentials. If you suspect your login details have been compromised, you must promptly change them and notify Goodnotes.
11. Indemnity
1. THE LICENSEE SHALL DEFEND, INDEMNIFY AND HOLD HARMLESS THE LICENSOR AND THE LICENSOR'S GROUP FROM AND AGAINST ANY LOSSES, CLAIMS, DAMAGES, LIABILITY, COSTS (INCLUDING LEGAL AND OTHER PROFESSIONAL FEES) AND EXPENSES INCURRED BY US (OR ANY OF OUR AFFILIATES) DUE TO A THIRD PARTY CLAIM (INCLUDING ANY CLAIMS OF AUTHORISED LICENSEES) AS A RESULT OF YOUR BREACH OF THIS AGREEMENT. THIS CLAUSE 11 SHALL SURVIVE TERMINATION OR EXPIRY OF THIS AGREEMENT.
12. Term and Termination
1. This Agreement shall come into force on the Commencement Date and, unless terminated earlier by the Licensor in accordance with the provisions of this Agreement, shall continue until the last day of the Licence Term, after which it shall automatically renew for successive one-year periods (each, a "Renewal Term") unless either party gives written notice of non-renewal to the other party at least ninety (90) days prior to the expiration of the Licence Term or the then-current Renewal Term (as applicable).
2. We may terminate this Agreement at any time by giving you notice in writing if:
  1. you commit a material breach of this Agreement and such breach is not remediable;
  2. you commit a material breach of this Agreement which is not remedied within 10 Business Days of receiving written notice of such breach; or
  3. you fail to pay any amount due under this Agreement on the Due Date and such amount remains unpaid within 10 Business Days after you have received notification that the payment is overdue.
3. Any breach by the Licensee of clause 4 shall be deemed a material breach of this Agreement which is not remediable.
13. Consequences of termination
1. Immediately on termination or expiry of this Agreement (for any reason), the licences and rights granted by the Licensor under this Agreement shall terminate and the Licensee shall (and, if applicable, shall procure that each Authorised Licensee shall):
  1. stop using, uninstall, delete or otherwise remove the Software from all computers or devices in its possession or control (or in the possession or control of any Authorised Licensee); and
  2. immediately and permanently destroy and delete or, if requested by the Licensor, return any copies of the Software in its possession, custody or control and, in case of destruction, issue a certification to us that you (and any Authorised Licensees) have done so.
2. You shall be responsible for backing up your data regularly and extracting it from the Software prior to the termination or expiry of this Agreement. We shall not be obliged to provide you with any assistance extracting or recovering data whether during or after the Licence Term.
3. Termination or expiry of this Agreement shall not affect any accrued rights and liabilities of either party at any time up to the date of termination or expiry and shall not affect any provision of this Agreement that is expressly or by implication intended to continue beyond termination.
14. Amendment of Terms
1. The Licensor may amend the terms of this Agreement (including any incorporated documents or policies) from time to time by providing not less than thirty (30) days’ advance notice to the Licensee. If the Licensee does not accept the amended terms, the Licensee may terminate this Agreement by providing notice to the Licensor prior to the effective date of the amendment, in which case the Licensee shall be entitled to a pro rata refund of any prepaid Licence Fees for the period following termination until the end of the then-current Licence Term or Renewal Term. Continued use of the Software after the effective date of the amendment shall constitute acceptance of the amended terms. This clause shall not apply to changes required by law or regulation, which shall take effect immediately upon notice.
15. Confidentiality
1. Any Confidential Information obtained by either party in connection with this Agreement shall be treated by the receiving party as confidential, maintaining at least the same degree of care used to protect its own Confidential Information but not less than a reasonable degree of care, and the receiving party shall not, without the disclosing party’s prior written consent disclose to any third party (except its professional advisors) any such Confidential Information (or permit others to do so) other than as necessary for the exercise of its rights and performance of its obligations under this Agreement or as may be required by any law or any legal or regulatory authority, unless such information is public knowledge or already known to the receiving party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this Agreement, or subsequently comes lawfully into the possession of the receiving party from a third party.
2. The obligations under this clause 15 shall survive the termination or expiry of this Agreement for a period of two years.
16. Data Protection
1. In relation to the processing of personal data under this Agreement, the parties shall each comply with the terms of the Data Processing Addendum.
17. Entire Agreement
1. This Agreement, including all Orders, and any descriptions of the Software made available by the Licensor, constitute the entire agreement between the parties and supersede all previous agreements, understandings and arrangements between them in respect of its subject matter, whether in writing or oral.
2. Each party acknowledges that it has not entered into this Agreement in reliance on, and shall have no remedies in respect of, any representation or warranty that is not expressly set out in this Agreement.
3. This Agreement is executed in the English language. In the event of any discrepancy or inconsistency between the English version and any translation, the English version shall prevail.
18. Notices
1. Any notice or other communication given by a party under this Agreement shall be:
  1. in writing and in English;
  2. signed by, or on behalf of, the party giving it (except for notices sent by email); and
  3. where sent to the Licensor, sent to the address set out in the ‘contact us’ details on the Licensor’s website at https://www.goodnotes.com;
  4. where sent to the Licensee, sent to the address provided to us by you when you registered to download and install the Software.
2. Notices may be given, and are deemed received:
  1. by hand: on receipt of a signature at the time of delivery;
  2. by Royal Mail Recorded Signed For post: at 9.00 am on the second Business Day after posting;
  3. by Royal Mail International Tracked & Signed OR Royal Mail International Signed post: at 9.00 am on the fourth Business Day after posting; and
  4. by email: on receipt of a delivery email from the correct address.
3. Notices and other communications sent to the Licensor shall be sent to:
  1. enterprise@goodnotes.com; and Legal Department, at legal@goodnotesapp.com.
4. This clause does not apply to notices given in legal proceedings or arbitration.
19. Variation
1. Subject to clause 14 (Amendment of Terms), No variation of this Agreement or to an Order shall be valid or effective unless it is in writing, refers to this Agreement and is duly signed or executed by, or on behalf of, each party.
20. Assignment and subcontracting
1. We may at any time assign, sub-contract, transfer, mortgage, charge, declare a trust of or deal in any other manner with any or all of the Licensor’s rights or obligations under this Agreement, provided that we give you prior written notice.
2. Except as expressly permitted by this Agreement, you shall not assign, transfer, sub-license, mortgage, charge, declare a trust of or deal in any other manner with any or all of your rights or obligations under this Agreement (including the licence rights granted), in whole or in part, without the Licensor’s prior written consent.
21. No partnership or agency
1. The parties are independent and are not partners or principals or agents and this Agreement does not establish any joint venture, trust, fiduciary or other relationship between them, other than the contractual relationship expressly provided for in it. Neither party shall have, nor shall it represent that it has, any authority to make any commitments on the other party’s behalf.
22. Severance
1. If any provision of this Agreement (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it were deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable, but the legality, validity and enforceability of any other provision of this Agreement shall not be affected. In the event of such deletion or modification, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision.
23. Waiver
1. No failure, delay or omission by either party in exercising any right, power or remedy provided by law or under this Agreement shall operate as a waiver of that right, power or remedy, nor shall it preclude or restrict any future exercise of that or any other right, power or remedy.
24. Compliance with law
1. The Licensee shall comply with all applicable laws and shall maintain such authorisations and approvals as required from time to time to perform its obligations under or in connection with this Agreement.
2. Without prejudice to the generality of clause 24.1, the Licensee shall comply with all applicable laws, rules, and regulations governing export of goods and information that apply to the Software, and shall not export or re-export, directly or indirectly, separately or as a part of a system, the Software to any country for which an export licence or other approval is required, without first obtaining such licence or other approval. The Licensee shall be solely responsible for ensuring its access, importation or use of the Software in or into any part of the Territory complies with all export laws.
25. Third party rights
1. A person who is not a party to this Agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its provisions.
26. Arbitration
1. The parties agree that any dispute or claim arising out of, relating to or in connection with this Agreement, including its subject matter, the interpretation, validity, construction, formation, performance, breach or termination of this Agreement, shall be referred to and finally determined by arbitration in accordance with the Arbitration Rules of the London Court of International Arbitration. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be London. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator's decision in any court of competent jurisdiction. The parties may apply to any court of competent jurisdiction for a temporary restraining order, preliminary injunction, or other interim or conservatory relief, as necessary, without breach of this Agreement and without abridgement of the powers of the arbitrator.
27. Governing law
1. This Agreement and any dispute or claim arising out of, or in connection with, its subject matter or formation (including non-contractual disputes or claims) shall be governed by, and construed in accordance with, the laws of England and Wales.
LICENSEE CONFIRMS FULL ACCEPTANCE OF THESE TERMS AND CONDITIONS
The parties agree that all other terms and conditions are expressly excluded.